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Redmond on Dismissal Law A Guide to Irish Law Third Edition Ryan
Bloomsbury Professional, an imprint of Bloomsbury Publishing Plc
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Extract from Preface to First Edition
When the Cox Committee on Company Law Reform presented its report in 1958, it had this to say in support of its recommendation that company legislation in Ireland should not depart too far from company legislation in the United Kingdom:
‘The legal and accountancy professions here must rely largely upon English textbooks , the value of which would be considerably diminiopedshed if the two systems of law did not correspond in broad outline.’
Attitudes have changed since then: there has been a steadily increrasing supply of Irish textbooks on law, ... Irish lawyers have developed a more robust and mature reliance on their own corpus of law ...
While the Oireachtas heeded the advice of Cox to keep our company law in step with the neighbouring jurisdiction, the changes wrought by the years have rendered it an increasingly perilous exercise to rely uncritically on the leading English textbooks.
This book is an attempt to supply practitioners and students with a readable and, it is hoped, reliable guide to the essential features of Irish company law. In order to make it as accessible as possible to the general reader, I have avoided lengthy and detailed discussions of the more abstruse topics; but I have not hesitated to provide the reader with signposts to the places in the classic English texbooks where [they] will find more detailed treatment of the particular subject.
I have also abridged the treatment of some areas which bulk less large in the Irish context: eg public flotations, take-overs and mergers.
Ronan Keane
7 July 1985
Preface
It is ten years since the fourth edition of this book was published, and there has been no shortage of developments in company law to consume the pages of the fifth.
The reforms proposed by the Company Law Review Group, which were already advanced at the time of the fourth edition, have become law in the Companies Act 2014, the most important development in Irish company law since the foundation of the State. The office of the Director of Corporate Enforcement, which was still a fledgling in 2006, has matured into an office of substance and influence, and it has played a significant role in the prosecution of corporate offenders and in the development of jurisprudence on restriction and disqualification of directors. The Commercial Court, which only had its second birthday in 2006, has been a success, and a busy one at that. It, and the superior courts, which have been enlarged in number of judges and augmented by a new civil Court of Appeal, have had to deal with the aftermath of the financial crisis, notably in the areas of examinership, corporate insolvency, and priority of charges, making new law along the way.
All the time, the EU has sustained vigorously its reform and regulation of the financial markets, enacting new directives on matters such as market abuse, UCITS, markets in financial instruments, auditing, and accounting. As regards the latter two, the changes required to be made to the Companies Act 2014 by the Audit Directive (2014/ 56/EU) were effected by statutory instrument in June 2016 and are covered in detail in this book. The changes required by the Accounting Directive (2013/34/EU), however, present slightly more of a challenge since at the time of writing they are only in the form of a Bill, the Companies (Accounting) Bill 2016, and it has yet to complete its journey through the Oireachtas. Given that the provisions of the Bill are largely mandated by the Directive, that Ireland is already late in implementing it (though Ireland is by no means alone in this regard), and that a second Bill is expected to be introduced in 2017 to implement the more optional, debatable, provisions of the directive, it was decided to cover the Bill in detail in this edition, indicating where appropriate the relevant articles of the directive, which have direct effect in most cases in any event.
My approach to authoring the fifth edition of this book has been to try to remain true to the original character of the earlier editions – which the original author has characterised as being aimed at practitioners and students alike and ‘intended as a reasonably comprehensive guide to the main features of the subject and which, where appropriate, directs the reader to the detailed treatment to be found in weightier works.’ It has a further characteristic which I think is essential – the earlier editions are punctuated throughout by Judge Keane’s authoritative comment and honest and just criticism, and I have endeavoured to preserve these particularly in the fifth. Some have been invaluable in the shaping of Irish company law, particularly in the courts, in whose judgments, even today, it is very common to see the fourth – and sometimes third –editions of this book cited.
Authoring a fifth edition of an established and regarded work was a daunting mantle to take on. It was lightened considerably by the original author’s gracious
encouragement, suppor t and editorial brilliance, for which I would like to thank Judge Keane especially. The responsibility for any errors or omissions is entirely mine, however.
I am also grateful to Dr Thomas B Courtney, to the staff and students of UCD Sutherland School of Law, and to Sandra Mulvey and the staff at Bloomsbury Professional Publishing in Dublin. I would like also to thank my wife, Elaine, and my children, Christopher, Elizabeth Ann and Henry, who supported and endured me throughout my work, and without whom it would mean nothing.
George Brian Hutchinson
1 November 2016
I
Chapter 1Companies and Other Forms of Business Organisations
Chapter 2The Development of Company Law in
Chapter 3Irish Company Law and European Union Law
(1)
Part II
Formation of a Company
Chapter
Constitution of the Private Company Limited
Chapter 6The Constitutions of Companies other than LTDs
Chapter 7The Promoters
Chapter 8Flotation of a Company
Chapter 9Application for and Allotment of Shares
Chapter 10Commencement of Business
Part III
Corporate Personality of the Company
Chapter 11Separate Legal Personality of the Company
Chapter 12Contracts
Chapter 13Civil and Criminal Litigation
Part IV
The Capital of the Company
Chapter 14Types of Capital
Chapter 15The Maintenance of Capital
Chapter 16Alteration (Including Reduction) of Capital
Chapter 17Shares
Chapter 18Transfer and Transmission of Shares
Part V
Borrowing by the Company
Chapter
and Charges
Chapter 21Registration of Charges
Charges that must be registered under Part 7 of the Companies Act 2014 ...............292
The requirement to register and the particulars required ..........................................294
The procedure for registration ...................................................................................296 One-stage procedure ............................................................................................296
Charges by external companies: abolition of the Slavenburg file ............................302
Charges over property outside the State ...................................................................303
Extension of time and rectification of errors ............................................................303
Entries of satisfaction and release of property from a charge ...................................305
Chapter 22Receivers
Persons disqualified from acting as receivers ...........................................................308 Receiver usually the agent of the company ..............................................................309 Powers of receivers ...................................................................................................309 Application by receiver or others for directions .
Duty of receiver to act in good faith and liability for negligence or fraud
Receiver’s duty to account to company ....................................................................315
Appointment of receiver by the court .......................................................................315
Set off following the appointment of the receiver ....................................................316 Notification of receiver’s appointment, statement of affairs, etc .......
Remuneration of a receiver ........
Receiver may be relieved of liability where charge defective ..................................319 Resignation and removal of receivers .......................................................................319 Application of winding-up procedures to receivers
Part VI
Membership of the Company
Chapter 23Membership in general
Becoming a member .................................................................................................326
Capacity to be a member ...........................................................................................327 Register of members .................................................................................................328 Register prima facie evidence of contents
Chapter 24Disclosure of Interests in Shares and Debentures
Disclosure of directors’ interests in shares and debentures ......................................334 The circumstances in which notification is required ...........................................335
Chapter 34Market Abuse: Insider Dealing and Market Manipulation
Chapter
of a Company’s Affairs
Chapter
Part VIII
Winding up of Companies and Examinership
up by the Court
Chapter 37Examinership
Chapter 38Voluntary Winding up
Powers
Table of Cases
Abbey Malvern Wells Ltd v Minister of Local Government and Planning [1951] Ch 728 ..................................................................................................11.66
ABC Coupler and Engineering Co Ltd (No 2), Re [1962] 3 All ER 68 ...............36.55
Aberdeen Rly Co v Blaikie Bros (1854) 1 Macq 461 .........................................27.151
ACC Bank Plc McCann [2012] IEHC 236 ...........................................................12.74
Access Cleaning Services Ltd, Re, Van Dessel v Gill [2014] IEHC 317 ...........27.207
Adams v Cape Industries plc [1990] Ch 43 ..........................................................11.34
Afric Sive Ltd v Gas and Exploration Ltd (30 January 1989) HC ........................27.99
Agnew v Commissioner of Inland Revenue [2001] 2 AC 710 .............................20.56
Al Levy (Holdings) Ltd, Re [1963] 2 All ER 85 ...................................................36.66
Alico Life International Ltd v Thema International Fund PLC [2016] IEHC 363 .......................................................................26.21, 26.34–26.41
Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 ...................6.46, 6.54, 25.23
Allen v Hyatt (1914) 30 TLR 444 .........................................................................27.86
Allied Irish Bank plc v Diamond [2011] IEHC 505 ...........................................27.108
Allied Irish Banks Ltd v Ardmore Studios International (1972) Ltd (30 May 1973) HC ...........................................................................................12.70
Allied Irish Banks Plc v Aqua Fresh Fish Ltd [2015] IEHC 184 ..........................13.14
Allied Irish Coal Supplies Ltd v Powell Duffryn International Fuels Ltd [1998] 2 IR 519 ................................................................................................11.59
Allison, Johnston & Foster Ltd, Re, ex p Birkenshaw [1904] 2 KB 327 ..............38.43
Aluminium Fabricators Ltd, Re [1984] ILRM 399 .............................................36.210
Aluminium Industrie Vaasem BV v Romalpa Aluminium Ltd [1976] 2 All ER 552 ........................................................................................20.61
Amalgamated Syndicates Ltd, Re [1901] 2 Ch 181 ..............................................38.43
American Cyanamid Co v Ethicon Ltd [1975] AC 396 ........................................26.27
Andrews v Gas Meter Co [1897] 1 Ch 361 .....................................16.06, 17.17, 23.02
Anglo-Overseas Agencies v Green [1961] 1 QB 1 .................................................6.15
Anns v Merton London Borough Council [1978] AC 728 .................................30.204
Ansbacher (Cayman) Ltd, Re, Director of Corporate Enforcement v Collery [2004] 3 IR 193 ........................................................27.244
Antigen Holdings Ltd, Re [2001] 4 IR 600 ............................................37.101, 37.103
Arab Bank plc v Mercantile Holdings Ltd [1994] 2 All ER 74 ............................15.37
Architectural and Industrial Coatings Ltd, Re, Cahill v O’Brien [2015] IEHC 817 ...........................................................................................27.197
Ardmore Studios (Ireland) Ltd v Lynch [1965] IR 1 ............................................22.04
Armagh Shoes Ltd, Re [1982] NI 59 ....................................................................20.57
Armstrong v Jackson [1917] 2 KB 822 ...................................................................7.13
Arnold (RM) & Co Ltd, Re [1984] BCLC 535 .....................................................21.44
Arulchelvan v Wright (7 February 1996) HC .......................................................25.41
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As to the harmonic idiom and the mathematical polyphony back of it something has been written in an earlier volume. A detailed analysis of the form is not possible without many examples from the score, for which there is no space in this chapter. Only a few features of it may be touched upon here.
The work is in a single movement, within the limits of which movements which in earlier quartets were separate have been arranged and combined as sections corresponding to the triple divisions in the old-fashioned sonata-form, with a widely extended coda. Where in the classical sonata-form there are single themes, in these divisions there are many themes. Therefore one speaks of a first theme, really a chief-theme, group, of transitional groups, of episodic though broadly developed Scherzo and Adagio.
In the first theme group there are three distinct themes. The first is announced at once (D minor) by the first violin, a theme not unlike one of Richard Strauss’. In the fourteenth measure the second theme is brought in by the second violin (D-flat major). This is taken up by the first violin, the whole period being eight measures long. The third theme (etwas langsamer) is a combination of a melodic formula (first and second violins) and characteristic harmonies (viola and cello). There follow many pages of polyphonic working with this threefold material. The first theme of the group may be said to predominate. It appears in varied shape throughout the separate parts.
What may be taken as a transitional section, leading to the second theme group, is a long fugato on a new subject. This is introduced by the second violin (first violin with secondary subject) after a considerable ritard and a pause. The passage grows rapidly faster, leading to a tremendous climax; after which the first of the second theme group is announced (first violin, zart bewegt, E-flat major). The second follows shortly after with a change of time (6/4). Here there is beautiful scoring. The first violin is at first silent, the second bearing the melody, the viola giving soft accompaniment figures, the cello sliding down, pianissimo, in long notes. Then the melody is
taken by viola, the first violin has the long sliding phrases, the cello the breaking figure. The third part of this section (etwas bewegter) brings out in the first violin a rhythmically varied form of the first theme of the same group.
Now follows the first broad development section (erste Durchführung und Überleitung in Scherzo[80]), which leads to the Scherzo. The entrance of the Scherzo is prepared and easily heard, and the Scherzo itself is scored at first in note for note style. The principal theme is closely related to the subject of the transitional fugue. It works through many stages, now kräftig, now sehr zart, to a terrific climax, echoed in harmonics, and savagely terminated. A few mysterious measures, now muted and again without mutes, bring in the Trio (lebhaft, E major) the principal theme of which is of almost folk-song simplicity. The Scherzo is repeated, varied almost beyond recognition. The theme is given first to viola, between strange triplet figures (second violin and cello).
Then follows a second development section, working up again to an overpowering climax, leading to the first theme group, as to the restatement section in the sonata-form. This reëntrance of the theme is truly heroic. The second violin and viola actually dash down upon the opening notes, and the first violin and cello add a frenzy of accompaniment. Now we have the first theme group (shortened) again; and then, instead of the transitional fugue, a long and developed Adagio, page after page of muted music of unearthly, ghostly beauty. Two themes are recognizable, and the section may be divided into three parts, the first of which rests upon the first theme (first violin solo); the second upon the second theme, slower than the first (viola), and the third upon the first again, slightly modified.
After this adagio comes the second theme group, just as the second theme in the restatement section of the classical sonata form.
Finally there is a coda, in lively tempo, a rondo built upon three themes, the first two of which are taken from the adagio. The broad
closing section brings back the opening theme of all, in major. The ending is very simple and quiet.
Hence we have one huge movement in sonata form, our old familiar exposition, with its first and second themes and its transitional passages; its development—in which a scherzo is incorporated; its restatement of both themes—with a new transitional passage between them in the shape of an adagio—and its broad, completing coda. The mind of a man has conceived it; and the mind of man can comprehend it.
The harmonies are often hideous, though no note in the entire quartet is without a logical justification in the new grammar. On the other hand, there are moments of ineffable beauty. Whatever the outcome, there can be no denying that the quartet has entered here upon a new stage, far removed from all other music. Only time can tell whether this is an advance, and then only by showing new work when this shall have proved itself a foundation on which to build.
Schönberg has since written another quartet (1907-8). It is not only shorter as a whole than the earlier one, but is divided by pauses into four separate movements. There is, however, a thematic relationship between all four; and the third movement—Litanie—occupies in the scheme the place of a Durchführung, a variation and weaving together of all the previous themes.
The first movement begins and ends in F-sharp minor, and there are two distinct themes: the opening theme (first violin), and, after a broad ritard, a second theme (first violin, sehr ausdrucksvoll). The time is measured yet often free. After a development of the two themes there is a fermata, and then a restatement of them; so that on the whole the movement is not difficult to follow, though the second half is complex and long.
The second movement (sehr rasch) is in the nature of a wild scherzo. The rhythmical motive with which it starts (cello, pianissimo) recalls the now ancient style of Wagner. There is no precedent for the following figure (second violin), which is one of the chief
elements in this fantastical movement. It is taken up by viola immediately, while both violins present at the same time two equally important motives, one of which is a sort of syncopated shadow of the other. Then, etwas langsamer, the first violin and viola give out yet a fourth motive (in octaves) and out of these four, with many less audible, a cacophonous, spiteful tangle of sounds ensues. There is a Trio section (etwas rascher), and a return of the Scherzo. There is a short coda, sehr rasch, all instruments in unison (or octaves) until the last measures. Then the cello beats out the opening rhythmical figure, fortissimo, on D, the first violin shrieks G-C-sharp over and over again, the viola and second violin fall together through unheard of intervals. There is a hush, a roar, and a hush—a pizzicato note— unison—silence.
Both the third and the fourth movements bring in a soprano voice. The words are from Stephan George;[81] the titles: Litanei and Entrückung. Here Schönberg has gone beyond the string quartet, and here properly we may leave him. The instruments are busy during the Litanei with motives from the first and second movements. The voice is independent of them. There is enormous dramatic force in the climax at the words:
Wacht noch ein Schrei Töte das Sehnen... Schliesse die Wunde! Nimm mir die Liebe Gieb mir dein Glück.
In the last movement there is no appreciable form. There is no harmony, i.e., no regular sequence of keys, though the end falls on a common chord. Even the melody has gone on into a new world.
Schönberg’s style is fundamentally polyphonic, and is in that regard fitting to the quartet. In the use of harmonics and pizzicato he stands a little ahead of his contemporaries. If we can follow Schönberg in his new conception of form and harmony, we should indeed be
reactionary if we hesitated longer to admit harmonics and pizzicato into the category of effects proper to quartet music. Moreover, the examples offered by such exquisite masterpieces as the quartets of Tschaikowsky, Debussy and Ravel must give to such procedures the sanction of good usage. That Schönberg’s material is symphonic in character only goes to prove that the whole question of form and style is at the present day one which no man can definitely answer.
But having admitted the influence of modern virtuosity and of the modern love of sensuous tone coloring into the realm of the string quartet, we face a new idea of the combination of the four instruments of one type. The old idea of the quartet was given fullest expression in the quartets of Beethoven. In the expression of that idea little progress has since been possible. The changes that have come have made of the quartet something like a chamber symphony in which effects of solid sound and of brilliant and pronounced colors predominate, music that has salt for the senses as well as meaning for the spirit. Hence it has lost that traditional quality of abstractness, which was pure and unalloyed, and has become poignant, fiery, pictorial or dramatic. We hear in it now the strumming of wild zithers, now the beat of savage drums, madness and ecstasy, chords that are plucked, chords that float in air, even confusion and riot of sound. The four instruments still remain, but the old idea of the quartet has become lifeless or has passed from among the present ideals of men.
FOOTNOTES:
[75] The date is fixed by a fragment of the autograph found in 1901. See Richard Heuberger: Franz Schubert.
[76] See Max Kalbeck: Johannes Brahms, Vol. II, part 2, p. 442.
[77] Kalbeck has called attention to the resemblance between these two motives and the Erda-motif and the Walhalla-motif in Das Rheingold and Die Walküre.
[78] See William Ritter: Smetana. Paris, 1907.
[79] From the New World.
[80] See Schönberg’s own analysis in Die Musik, June 2, 1907.
[81] Der siebente Ring.
CHAPTER XVIII THE PIANOFORTE AND OTHER INSTRUMENTS IN CHAMBER MUSIC
The trio Pianoforte quartets and quintets Sonatas for violoncello and piano The piano with wind instruments Chamber music for wind instruments by the great composers.
The pianoforte has always played an important part in chamber music, if, indeed, the best pianoforte music may not itself be considered chamber music. Few instrumental works were written during the seventeenth century in which the harpsichord was not supposed to furnish a foundation of harmony, or was not expected to contribute more specifically to the texture of the music. The concertos and sonatas of Corelli and Vivaldi, of Bach and Handel, of Couperin and Rameau, of Purcell; all these were founded upon a figured bass, to be played by harpsichord, lute or viol, or contained a part written for the harpsichord. The figured bass gradually dropped out of music as composers gained skill to manage their combinations of instruments sonorously. Out of this skill grew up the orchestra, and, in the realm of chamber music, the string quartet. But meanwhile composers were developing a great technique in writing for the harpsichord, so that it came little by little wholly to supplant the lute, and to win a distinguished, independent place of its own as a solo instrument. There are concertos of Bach and Couperin in which the harpsichord plays almost as brilliant a part as in the modern concerto, and the violin sonatas of Bach are virtually in the
style of trios, because the harpsichord is treated always as adding two parts to the one of the violin. Finally, the modern trio really grew up around the harpsichord or the pianoforte.
IThe trios of the seventeenth century—the Sonate a tre—were written for three concertizing instruments and a figured bass, really four parts in all. During the eighteenth century the word trio took on quite a different significance and was applied to compositions written for the harpsichord with one other solo instrument, violin, oboe, or flute, like the violin sonatas of Bach. Vaguely at the time of the young Haydn, clearly when Mozart entered the world of music, the word took on the meaning that it still holds today: a composition written for three instruments, pianoforte, violin and cello. If another combination of instruments is meant, then those instruments are usually specifically designated in the title of the work.
The Haydn Trios are of little importance. There are thirty-five in all, and it has been said that the majority were written for a patron who played the cello a very little. Hence one finds the cello part in this combination to be merely a duplication of the bass part of the pianoforte, having little independent movement of its own; and the works are rather sonatas with violin than trios.
Mozart, on the other hand, treated the combination with a fine sense of the effects that could be made with it. He gave to each of the three instruments a free line of its own, and made fine use of the possibilities of tonal contrast and color. There are eight trios in all. They are not representative of Mozart’s best, though there is not one in which Mozart’s inimitable grace is lacking; but in spite of their slenderness they may be considered the first pianoforte trios in the modern sense, and to have set the model for subsequent works in that form.
These are not very numerous, if one excludes from them a great number of fantasias or popular operas such as were written by Woelfl, Nicholas Lomi and other composers of the virtuoso type. Nor does the form show much development except that which accompanies an improvement in pianofortes and a progress in technical skill on all these instruments. Only a few trios stand out conspicuously as having high musical worth, or as having been a worthy expression of genius.
There are eight trios by Beethoven. Of these three were published as opus 1, and hardly show an advance over the trios of Mozart, if indeed they do not fall considerably short of them in point of finish and style. Two were not published in his lifetime, and one of these is only a fragment, a single movement in B-flat major, composed in June, 1812, for Maximilian Brentano. There are, then, but three that are representative of the mature Beethoven, two published as opus 70, and one, in B-flat major, opus 97, dedicated to his favorite pupil, the Archduke Rudolph. The writing for the three instruments is especially clear in the first allegro of opus 70, No. 1, a lively, vivacious movement in D major. The slow movement of this trio is rather remarkably scored for the pianoforte, which is almost constantly engaged in tremolos, strange broken trills, and runs. The last movement is full of Beethoven’s humor, very distinctly in the swing of a folk-song. Throughout there is much brilliant work for the piano, and a ceaseless witty interchange between the other two parts. There is an extraordinary pedal point before the return to the first section, which is just touched upon at the end. The second of this pair of trios is not less brilliantly arranged for the three instruments. The variations in the second movement are finer than the variations in the earlier works. There is folk-song again in the third movement, a smooth allegretto in A-flat major. Both trios are extraordinarily clear and happy in mood.
The trio opus 97 is one of the biggest of Beethoven’s works. The contents are more symphonic than those of his other trios, and recall something of the spirit of the quartets of opus 59. There is, indeed, a marked similarity between the opening theme of this trio and that of
the quartet opus 59, No. 1, especially in the broad line of the melody Yet though on the whole the effect of this great trio may be orchestral, there are not lacking measures of finest style, like those which follow the second theme in the first movement, with the touch or two of delicate imitation, then the soft melody of the cello with the dainty scale on the pianoforte, and then the cello and violin in octaves, with the scales on the pianoforte becoming more and more active and noisy. Immediately after, it is all cleverly changed about; the strings have those lively scales and the pianoforte the melody. The scoring of the whole Scherzo, too, is especially in trio style, and may well be taken as a model. The andante and variations, and even more the last movement, are, however, hardly in the style of chamber music, and the vigorous passion of the ideas in them does considerable violence to the essentially delicate combination.
The combination is without doubt one of the most difficult to treat with success, partly because the pianoforte may be very easily led to overpower its fellow instruments, partly because notes in the lower ranges of the cello have so little carrying quality that except in very soft passages they cannot be heard in the combination. It must be said that the general development in pianoforte technique did much to overthrow the balance and adjustment so charming in the trios of Mozart and in those of opus 70 by Beethoven. Between Beethoven’s last trio, opus 97, and the trios of Brahms there is hardly a single one that does not suffer from maladjustment.
The two trios of Schubert, opus 99, in B-flat, and opus 100 in E-flat, are full of inspiration, and Schubert’s fancy is so delicate that on the whole he may be said to have succeeded with the combination. Certainly the little canon which forms the Scherzo in the second trio is a masterpiece of style. Also the announcement of the chief theme in the first trio and the way in which it is developed cannot be found fault with; nor is the charming D-flat section in the finale less perfect. But in the scherzo there are rather weak accompaniments scored for the strings in the orchestral manner of double stops, and there are similar passages at the beginning of the transition to the second theme in the first movement of the second trio. These are here
acceptable because of the sheer beauty of the material which is thus presented; but one cannot deny that this would find even lovelier expression with a group of three strings. In the Andante con moto the impropriety of style is more evident; but one will forgive anything in this inspired movement, which later is to stand like a shadow behind the Marcia in Schumann’s great pianoforte quintet.
Mendelssohn wrote two trios, one in D minor, one in C minor, which, after having for years been favorites with players and public alike, are now sinking out of sight. In these the treatment of the pianoforte is brilliant; and though it may not be said to overbalance the strings, it certainly outshines them. Mention should be made of Marschner’s trio in G minor, opus 110, because it so clearly influenced Schumann in his own quartet in A minor. Five trios of Spohr’s were once well known, but they represent no change or development either in style or form; and even that in E minor, opus 119, which has been prized almost to the present day because of its melodiousness, is fast being abandoned.
Schumann’s trios—in D minor, opus 63, in F major, opus 80, and in G minor, opus 110—have at any rate a beauty of inspiration. They are romantic and poetic as his other works are, and the warmth of them is sufficient to melt a cold criticism. That in D minor is perhaps the best, and the scherzo, especially the middle section of it, with its smooth theme looking forward to the trio in Brahms’ first pianoforte sonata, is admirable in style.
The three trios of Brahms are masterpieces. The first, opus 8, in B major, was an early work and was revived years later and republished in the form in which it is now generally familiar. But even in its revived shape it is inferior to the two later trios, in C major, opus 87, and in C minor, opus 101, though the opening theme is of a haunting beauty, and the scherzo, suggesting that in Beethoven’s opus 97, is in piquant and effective style.
In the first movement of the C major trio the violin and cello seem like two noble and equal voices throughout. Their course is bold and free. They are never overshadowed by the pianoforte. It seems to be
largely Brahms’ treatment of the cello that makes these works so perfectly satisfying in sound and style. He showed always a fondness for deep low notes. Sometimes his music suffers from it. But here, in these trios, it gains immensely. For, as we have said, one of the greatest difficulties of writing in good style for this combination of instruments is to be met in handling the low notes of the cello. Brahms seems to have done it almost instinctively. From the beginning of the first movement, with its full-throated octaves, to the very end of the whole, the cello never for one measure fails to equal the violin in effectiveness. Very often they are made to play together in octaves, and in places, as in the course of the second theme, they hold long notes two octaves apart, defining the sonority so to speak, within the limits of which the piano moves alone, filling the wide space with richest sound. Again, at the beginning of the Andante con moto violin and cello are two octaves apart. He combines them in bold chords which challenge the pianoforte, assert their own independence, as here, not long before the middle section of this andante, or at the beginning of the trio in C minor, opus 101. He allows one fully to support the other without the pianoforte, as in the Andante Grazioso of the C minor. All through these truly magnificent works one is struck by the comradeship and equality of the two strings, and this, together with the way the pianoforte is adapted to them, leads us to say that there are no trios so perfect in style as these two of Brahms. It might even be added that it would be hard to match them in nobility of content.
Mention may be made here of two other trios by Brahms in which he has shown himself no less a master of the difficult task of combining three instruments of utterly different qualities and range. One of these is the famous trio in E-flat, opus 40, for piano, violin and horn. The horn may, it is true, be interchanged with cello or viola, but only at the cost of the special tone color which makes the work such a favorite. The other is the trio for pianoforte, clarinet, and cello, a work which, together with the masterly quintet for clarinet and strings, opus 115, is proof of Brahms’ admiration for the clarinet playing of Professor Mühlfeld. Both these trios are almost unique in their perfection.
One is at a loss to mention more trios which are at all comparable to those of Brahms. It is in the main true that the pianoforte finally took such complete possession of the trio that trios were no more than brilliant concert sonatas or concertos. The Russians, headed by Rubinstein, have written many trios. Rubinstein’s, as might be expected, were far too brilliant for the pianoforte. Tschaikowsky’s only trio, opus 50, written to the memory of Nicholas Rubinstein, is one of his most impassioned works. Whatever improprieties of style there may be, its emotional force cannot be resisted. He admitted a fear that, having all his life written for the orchestra, he might not have adapted the musical combination to his thoughts. Yet in spite of the general orchestral style of treatment, this trio remains one of the most moving of all chamber music compositions.
Also among Russian trios may be mentioned that by Arensky in D minor, which is wholly delightful. The swing of the first theme in the first movement is impelling, and the whole scherzo with its touch here and there of waltz rhythms, and the fleet scales on the keyboard, are effective. Paul Juon’s capricious fantasia on ‘Gösta Berling’ is interesting.
Dvořák’s trios are worthy of study. Of the three—in G minor, opus 26, in F minor, opus 65, and the Dumky, opus 90—the last two are the most interesting, and also the most Bohemian in character. The treatment of the pianoforte is brilliant. At times the cello is used a little unworthily, that is to say, merely to accentuate low notes or to add a sort of barbaric strumming; yet on the whole Dvořák’s treatment of the two strings is not very unlike that of Brahms. There is a great deal of octave playing between them, notably at the very beginning of opus 65, in the second section of the allegretto, and now and then in the various sections of the Dumky. The cello is given long and impassioned solos, or takes a full part with the violin in dialogues. On the whole Dvořák makes more use of the upper registers; but again, in the manner of Brahms, he knows how to use the low without concealing it beneath the heavier tone of the piano. The whole section, vivace non troppo, which follows the first poco adagio, is excellently scored for the three instruments. Notice how at
first the cello holds a low C-sharp, supporting the light melody of the violin and the light staccato accompaniment of the piano; how as the music grows more furious the cello adds a G-sharp above its Csharp. When at last the piano breaks into the melody, violin and cello take equal parts in the series of sharp, detached chords which accent its rhythm. Again the melody is given to the violin, an octave higher than at first, and the cello gives an accompaniment of single notes and chords, while between the two the piano plays the whirlwind. After all this subsides, the cello rises up from the deep in a broad solo cadenza. It must be granted that the musical value of the notes allotted to the cello in this section is not high; but the point is the admirable spacing of the three instruments which allows each to display a peculiar sonority and all to join in a rich and exceedingly animated and varied whole. Elsewhere in these trios there is a fine polyphonic style. Much of the vitality of the music comes from the vivid nature of the national rhythms and melodies out of which it is constructed. These trios, then, are hardly comparable to the classic trios of Brahms. Yet they seem to be the most effective and the most successful trios that have been written since Beethoven, with the exception only of Brahms’ two and Tschaikowsky’s one.
The French composers have not given much attention to the trio. César Franck’s first works were three short trios, but they are without conspicuous merit. Two trios by Lalo are pleasingly scored. Among the trios of Saint-Saëns that in E-flat major, opus 18, is the most effective. The pianoforte part is especially brilliant, yet does not throw the combination out of adjustment.
II
There are more brilliant and more distinguished works for the combination of pianoforte, violin, viola, and cello. Inasmuch as one of the difficulties in writing trios is the wide spaces between the natural registers of cello and violin, and this is here filled up by the viola, the pianoforte quartets of the last fifty years maintain a higher standard
than the trios. Moreover the general effect is more satisfactory, because the three strings have naturally an independent and complete life, and are more equal to withstanding the onslaughts of the pianist.
The Schumann pianoforte quartet in E-flat, opus 47, is practically the first work in this form of importance, and it has remained unexcelled in beauty and romantic fervor. As to style, one notices in the very first measures the fullness and completeness of the parts for the strings, and throughout the entire work the effect of the three stringed instruments is very like that of a string quartet. In the scherzo and in the opening sections of the finale as well even the piano is treated as a single part in a quartet, not as a sort of foundation or a furnisher of harmonies and accompaniments to the others.
The Schumann piano quintet, opus 44, is even more famous than the quartet. Here the problem is still simpler, for the piano quintet is but a combination of two independent groups: the full string quartet and the pianoforte. The piano must still be handled with care else it will overpower its companions; but the complete resources of the four strings make possible contrasts between them and the piano, measures in which the piano may be quite silent, and others in which it less fills up the harmony than adds its own color to the sonority. The first broad section of the development in the first movement becomes, therefore, almost a pianoforte concerto; whereas other sections like the second trio in the scherzo are in the nature of a concerto for string quartet and orchestra. In the beginning of the last movement the strings are treated too much in an orchestral manner. There is no trace of the fineness of the quartet which should never quite disappear in this big combination. Later on the strings, however, are handled with the greatest delicacy, as in the fugal parts before the last fugue. Here, where the theme of the first movement comes back into the music with splendor, there is perfection of style. But whatever may be the technical merits or faults of this quintet as a quintet, as music it is inspired from beginning to end.
From the time of Schumann, who may be said to have left the model and set the standard for all subsequent pianoforte quartets and quintets, our history will find not more than twenty such works upon which to touch with enthusiasm. Among the quartets those of Brahms and Dvořák, and that in C-minor, opus 15, by Gabriel Fauré stand out conspicuously.
Brahms wrote three pianoforte quartets, one in G minor, opus 25, one in A major, opus 26, and one in C minor, opus 70. Of these the first two are the best known and the most obviously pleasing. There is a great deal of Hungarian atmosphere here and there in both, specifically in the final movement of the first, which is a Rondo alla Zingarese. But both quartets were written before Brahms went to live in Vienna. Both may be taken as representative of Brahms first grown to maturity, and both are rather delicately and unusually colored. In the Intermezzo of the G minor quartet the violin is muted though the other strings are not. In the beginning of the poco adagio of the second quartet all the strings are muted while the piano plays a tre corde, not, as might be expected, una corda. Later in this movement there are arpeggio passages for the pianoforte, una corda, giving a strange effect like wind over a plain, one that Brahms was particularly fond of, if we may judge by the frequency with which he employed it. Here in this quartet, and in the andante of the earlier one, and in the slow movement of the first concerto one finds it. The scoring of the first part of the second quartet is considered admirable by Mr. Fuller-Maitland; but other places may be selected equally beautifully arranged for the combination. The scoring of a sort of secondary theme in the first movement (E major), first for strings alone, then for pianoforte, carrying the melody, and strings, adding their peculiar colors, rolling figures for the cello and pizzicato for the upper strings, is exquisite. Greater, however, than all technical arrangements is the quality of the themes themselves. This has made both works greatly beloved among amateurs and artists alike.
The third Brahms’ quartet is less pleasing. The first movement was written as early as 1855. It is morbid and gloomy in character and indeed Brahms is said to have suggested to Hermann Deiters that
he should imagine, while listening to it, a young man about to kill himself for lack of occupation. Of the same movement Dr. Billroth, one of Brahms’ most intimate friends, said that it was an illustration in music of Goethe’s Werther on his death bed, in his now famous buff and blue. The cello solo in the slow movement and the scherzo in general are more loveable.
The pianoforte quintet in F minor, opus 34, is one of Brahms’ greatest compositions. It was published in 1865, but not until it had gone through a rather complicated birth. Brahms had written it first as a quintet for strings alone—with two cellos. This was unsatisfactory. The themes were so powerful that Clara Schumann suggested even that he re-write it for orchestra. He next arranged it, however, as a sonata for two pianos; and indeed published it in this form a few years after he had published it in the form in which it is now best known, as a pianoforte quintet. The technical details are flawless, and to speak of them is almost to attract attention to an art which is greatest in concealment. It is far rather the broad themes, the massive structure, reënforced and held together by every device known to composers, the exalted sentiment of the slow movement, the powerful rhythms of the scherzo, that give this quartet its undisputed place among the masterpieces of music.
The two pianoforte quartets by Dvořák, opus 23, in D, and opus 87, in E-flat, have the same perfection of style and animation of manner that we have already noticed in the trios. The strings are handled with discriminating touch. There is something clear and transparent in the style, for all the impetuous, highly rhythmical, and impassioned material. And the effectiveness of the pianoforte in the combination is truly astonishing, considering how relatively simple it all is. In the first movement of the quartet in D, for example, the duet that is half canon between the cello and piano in the statement of the second theme, and shortly after, following a two measure trill, the almost Mozartian figuration given to the pianoforte while the strings develop the possibilities within this second theme; the magical scoring at the return of the first theme, which here, as at the beginning, is given in the middle registers of the cello, being thus made both melody and
rich bass beneath the almost laughably simple figures for the pianoforte; these alone in one movement are instances of a wholly delightful style.
In the second quartet the style is more powerful but not the less clear. There is a splendid incisiveness in the first complete statement of the first theme, following the impetuous run of the pianoforte. Here are violin and viola in unison, the cello spreading richness through the bass with its wide swinging figures, and the piano adding a brilliance by means of commonplaces which are here delightful. Later on there is a long passage scored in a favorite way of Dvořák’s. The cello is given the low foundation notes, which are complemented by the viola, both instruments playing pizzicato. The violin has a melody which follows the figuration of the pianoforte, here of the simplest kind, but floating as it were in mid-air over the foundation tones of the cello. There are many passages in the third movement, similarly arranged, the pianoforte part being without a bass of its own, the whole fabric supported by the low notes of the cello.
The quintet, opus 84, in A major, is not less effectively scored. The pianoforte part is perhaps a little more brilliant as a whole than in the quartets, quite properly so because of the added force in the strings. In the second movement we have another Dumka, with its wild, passionate changes, and for a scherzo there is a Furiant, another touch of Bohemia.
In French chamber music with pianoforte no work is so great as the quintet in F minor by César Franck. It is fit to stand with the symphony, the string quartet, even the Beatitudes of this master, as a perfect and broad expression of his remarkable genius. The very beginning makes us aware that we are to hear a work made up of two independent groups of sound. There is the string quartet, with its passionate announcement of the chief, or one of the chief, ideas of the piece. Then there is the hushed reply of the piano, offering another idea out of which much is to grow. And, so interchanging, the two groups play out the introduction. The material of all three
movements is decidedly symphonic, and the resources of this combination of instruments are taxed to the extreme. In a great part of the work they maintain a decided independence, now answering each other as in the statement of the first allegro motive, now asserting themselves against each other, as very clearly throughout a large part of the last movement where the figuration of the pianoforte is as distinct as a theme and the four instruments play another theme against it in unisons and octaves.
Indeed the use of unison and octave passages for the strings is conspicuous in every movement, as if only by so combining the quartet could maintain its own against the pianoforte. Notice this in the great E minor passage of the development section in the first movement.[82] Here is music of greatest and stormiest force. Franck has scored the accompaniment in the heaviest registers of the pianoforte, and is yet able to bring out his theme clearly above and his desired thunder by joining all the instruments in the statement of it. Notice the unisons, too, in the climax before the return of the chief motive, how the strings make themselves heard, not only above a brilliant accompaniment, but actually against another theme, given with all the force of the piano. Only in the statement of the second theme in the third section of the movement does the piano join with the strings. Immediately after these follows another tremendous passage in which only by joining together can the strings rise above the thunderous accompaniment of the piano.
The result is, indeed, more a symphony than a pianoforte quintet, and the style is solid and massive in effect. Franck’s polyphonic skill is, however, revealed at its very best, and his special art of structure, building all the movements out of a few ideas common to all, is not less striking here than it is in the ‘Prelude, Chorale and Fugue’ for the pianoforte alone. This quintet, with those of Schumann and Brahms, represents the uttermost it is possible to produce with the combination of string quartet and pianoforte. Schumann’s is the most lucid, Brahms’ the most vigorous, and Franck’s the most impassioned and dramatic of all the pianoforte quintets.
Yet there are other brilliant and successful quintets to be noticed. A quintet in D minor, opus 89, by Gabriel Fauré was performed for the first time in Paris, in 1906. Fauré had already composed two pianoforte quartets, one in C minor, opus 15, and one in G minor, opus 25. In these he had shown himself a master of style in the combination of pianoforte with strings, and such mastery is no less evident in the quintet. The latter is more modern in spirit and in harmonies. There are three movements: a molto moderato, an adagio, and an allegro moderato. Of these the first is gloomy in character, and the second is elegiac. The third is founded upon a single figure which is varied again and again. The treatment of the piano is in the main light, so that the instrument does not overpower the strings. Notice how the piano opens the work with a sort of curtain of sound, against which the instruments enter one by one. Most of this background is light, being arranged for the upper registers of the piano. Throughout the whole first movement the piano seldom takes part in the thematic development, but almost always contributes a lightly flowing sound. In the adagio, too, there is much of the same style. There is a middle section here in which all the instruments, including the piano, always in the upper registers, are lightly combined into a canonic flow which is wholly exquisite in style. The motives so treated return in a sort of apologue at the end of this movement but are not here so delicately treated. In the last movement the piano takes a much greater part in the development of the themes. It announces at once the motive which, passacagliawise, is used as the foundation for the whole movement. The odd spacing—the two hands are two octaves apart—gives a peculiarly shadowy effect in which the pizzicatos of the other instruments make themselves heard as sparks may be seen in mist. The whole movement is a masterpiece of delicacy.
Other quintets have been written by composers of most of the nations of Europe, but none has made more than a local impression. There is a quintet by Goldmark, opus 30, in B-flat, hardly worth mentioning; a more brilliant one by one of the younger Bohemian composers, V. Novàk (b. 1870), which in its intense nationalism is a fitting descendant of Smetana and Dvořák, but is lacking in personal
